Fang Zhuo’s thinking on the “poison pill plan” was recognized by three lawyers at Cadwalader Law Firm, but the key point of this operation fell on the board of directors’ seats, which was beyond the scope of the law firm’s help.
They can only formulate a plan that is more compliant with regulations around Fang Zhuo’s confident operation seats and further improve the details of subsequent actions.
As a lawyer with extensive experience in mergers and acquisitions, Martin had a more ruthless inspiration almost instantly.
For example, according to Section 16 of the U.S. Securities Exchange Act of 1934, shareholders who hold more than 10% of a company's shares, the so-called insiders, cannot perform opposite operations within six months of buying or selling stocks.
Therefore, Martin made a very targeted suggestion. If the seats are obtained, the private placement implemented under the "Poison Pill Plan" will not only be for Yike Investment. At that time, other shareholders holding larger shares will be potential competitors.
Then, as long as Yike Investment buys shares from them within six months, they will not be able to participate in the private placement of new shares.
In other words, if you buy shares from major shareholder Duan Yongji on February 27 today, as long as Sina's "poison pill plan" is triggered before August 27, Duan Yongji will be forced not to increase his shareholding.
This will be conducive to the substantial increase in shares of Yike Investment and avoid the emergence of a major shareholder who can veto it with one vote.
This provision of the Trading Law is used to prohibit insiders from conducting short-term operations, but when used at the right time, it can have the effect of pointing east and west.
After listening to the details explained by lawyer Martin, Fang Zhuo felt quite fortunate that he had hired professionals to handle the matter. However, the domestic part obviously fell on him, whether it was board seats or shareholders with relatively large shareholdings.
Hands-on all require some extra influence.
On the night of the first day of the Lunar New Year, Fang Zhuo did not go home for dinner. He entertained three lawyers while discussing better operations.
Because the plan has been changed, the three lawyers are also discussing with each other, striving to achieve the best results when launching.
The next day, the second day of the Lunar New Year, there was another full day of communication, and from time to time we received research opinions from New York law firms.
Just as Sina innovatively created a VIE structure when it went public on the Nasdaq, Fang Zhuo is also striving for a framework that can comply with various U.S. program regulations in order to seek control of this "terrain".
On the third day of the Lunar New Year, which was also the first day of March, the three lawyers arranged to visit Shanghai, a city they had never visited before. Fang Zhuo convened a Yike meeting with an incomplete number of people to arrange part of the holiday.
work arrangements.
On this day, Zhao Shumei and Fang Tong followed each other to the company with some curiosity as they saw that they had not seen their son for a few times during the New Year. They did not interrupt the meeting and just walked around on the 23rd floor of Hang Lung.
At 10:30 in the morning, Fang Zhuo hurriedly ended the meeting and entered the president's office, where he saw two people drinking coffee.
“Dad, Mom, hey, I want you and your uncle to go to the Bund to play, but you have to come to my place. Are you bored?”
“It’s not boring, it’s quite interesting. Xiaozhuo, are the books on your bookshelf real or just for show?” Zhao Shumei pointed to the bookshelf in the office. She just saw that there were many kinds of books on it.
Fang Zhuo took the water to make tea and replied casually: "I have read through most of the above, but I have not finished reading any of them."
Zhao Shumei was surprised: “Why haven’t you finished reading one book?”
"For example, Satkin's "Recursive Macroeconomics" I brought back from New York was recommended to me by a professor there. He only recommended a few chapters, so I read it as he said."
“There are many books that I read when I was confused and used them for comparison.”
Zhao Shumei said doubtfully: "Son, aren't you making a music player? What else is involved in economics? Is it a foreign investment requirement?"
"It's a bit related. The main thing is that I have doubts in my heart." Fang Zhuo said after considering, "Some things need to be checked in conjunction with theory. I really like the feeling of sudden enlightenment now. Oh, Mom, I can't read more books.
OK?"
“It’s pretty good, everything is fine now, but I’m not too busy.” Zhao Shumei only complained about this.
“My home is where I feel at ease. Otherwise, mom and dad, you can stay in Shencheng and we can buy a house with a better view.” Fang Zhuo suggested again.
Fang Tong said nothing and only looked at his wife’s thoughts.
Zhao Shumei refused without hesitation: "If I don't come, I will wait until my grandson comes again."
Fang Zhuo thought for a while and said, "If you buy a house in Shencheng now, its value will definitely increase in the future."
Zhao Shumei blinked, quite moved.
At this moment, the landline phone of the president’s office rang.
Fang Zhuo picked up the receiver in two steps, chatted briefly and then hung up.
“Is there something serious?” Fang Tong got up from the sofa.
"It's just a venture capital investment. It's okay. It's no big deal. Dad, you can try this tea." Fang Zhuo made tea and put it on the coffee table. "The leader agreed after drinking this tea that he would hold it for you later.
I’ll buy it again.”
Fang Tong took a sip and thought it was really good. He said, "I don't want it. How can I drink such good tea? You can keep it to entertain people."
“I am also the leader of the company, so what can I do with some company tea.” Fang Zhuo said with a smile, “There haven’t been many leaders here recently, so my dad is my big leader.”
Fang Tong took another sip of tea. Well, the fragrance lingered on his lips and teeth.
“Take it, your son respects you and didn’t even say buy me a necklace or anything.” Zhao Shumei helped beside her.
Fang Zhuo pretended to be aggrieved: "Mom, all my belongings are in that card, how can I be filial to her?"
Dong dong dong, there was a knock on the door of the president's office.
Fang Zhuo guessed that he called Xiong Xiaoge who was already downstairs and wanted to give him a surprise. He walked over quickly and opened the door to greet the president of IDG China in person.
Xiong Xiaoge waited for the door to open and walked in aggressively.
Then, he saw two people standing up from the sofa.
“Mr. Xiong, happy New Year, this is my dad and my mom.” Fang Zhuo introduced with a smile, “Mom and dad, this is Mr. Xiong, the president of IDG China who has helped me a lot. He is a very nice person.”
Fang Tong and Zhao Shumei smiled and greeted each other.
Xiong Xiaoge shook hands a little hastily, and kept the words in his heart that he had prepared for the whole journey.
This...why are you arguing in front of other people's parents?
However, next time you come here, you can bring your parents with you and let them scold this young entrepreneur who does not follow business ethics.
Xiong Xiaoge complained in his heart, but praised Fang Zhuo for being young and promising.
Fang Tong and Zhao Shumei were very happy to hear this.
“Mr. Xiong, let’s go to the conference room, Dad, Mom, you guys have some tea, and I’ll have a chat with Mr. Xiong.” Fang Zhuo said after the greetings.
Xiong Xiaoge agreed and followed Fang Zhuo out of the President’s Office.
“Hey, where’s Xiao Pan? Didn’t I say that I would follow you?” Fang Zhuo opened the door of the conference room and suddenly remembered that he had forgotten something.
“He parked the car down below, and I came up first.” Xiong Xiaoge’s face darkened as he entered the conference room.
Fang Zhuo did not sit down and patted Xiong Xiaoge on the shoulder: "Old Xiong, what happened in the past is in the past. Let's look forward. You, the dignified CEO, don't even have this broadmindedness?"
Xiong Xiaoge was very happy: "How can you, the awesome CEO, still poach people from your collaborators' companies?"
As he was speaking, Pan Ben walked into the conference room cautiously.
Xiong Xiaoge was too lazy to say anything, and didn't want to quarrel with Fang Zhuo in front of Pan Ben. He snorted and knocked on the conference table: "Mr. Fang, I heard that you want to mortgage equity to raise funds?"
Fang Zhuo smiled at Pan Ben and pointed to the position on his side.
Pan Ben walked over silently and sat in the second seat opposite Xiong Xiaoge, President of IDG China.
This is a bit like making a deal and breaking up. At this moment, each other's identities have tacitly changed.
Xiong Xiaoge sighed inwardly. Pan Ben, a top student, was recruited from Peking University and had solid experience at IDG. His abilities were quite good, but he was abducted in just over two months. I don’t know what he was fed. Soul potion.
"Old Xiong, you also know what equity means to a company. It's not like me, but it's really easy to get stuck in people's throats." Fang Zhuo said the reason more sincerely in person, "Think about it from my standpoint. "
Xiong Xiaoge said word for word: "IDG China and IDG America operate absolutely independently, and I, Xiong Xiaoge, guarantee this with my personality."
Fang Zhuo nodded and said, "I believe you."
He added calmly: "But I think it is not professional enough to rely solely on personal morality to ensure the smooth development of an enterprise. Lao Xiong, I am not targeting you, I just...well, I have different ideas."
Xiong Xiaoge’s face is not good-looking.
Fang Zhuo turned around and pointed at the traces left on the whiteboard during the morning meeting: "I don't think we need to worry about this matter. I was in the company on the first day of the new year. I had another busy day yesterday and was still in a meeting this morning. Old Xiong, I As a company, we don’t want to leave room for hidden dangers in the future. We need to seek common ground while reserving differences and maintain stability and move forward.”
Xiong Xiaoge sighed: "Mr. Fang, IDG can definitely help you a lot in the United States, especially with music copyright."
Fang Zhuo smiled and said nothing, this was because he was insisting on his own opinion.
What IDG America wants to do is a bit like what it wants to do to Sina. Its A-round opening will be close to 34% of the veto control. In the future, whenever the company's direction is not what it wants, it will veto it at every turn. Who can bear it?
Founders like Sina Wang Zhidong can tolerate the reduction of their equity to a little over 6.0%, but he is a minority in China. Even with the consideration of the US market, he absolutely cannot be second to Wang Zhidong.
There was a bit of a chill in the conference room.
“The U.S. market is in a state of incremental growth. If iPod does not support Microsoft for one day, we will have an absolute advantage, and there will be no other competitors on the market for the time being.”
“Even if Ipod starts to be supported, our prices will be very competitive.”
“According to my observation, American consumers are similar in that they are more price-sensitive. They are not as wealthy as I thought before I went there, and would rather die than buy Chinese products.”
“Mr. Xiong, Mr. Fang, things are not going down, we are still going up.”
Pan Ben took a deep breath and expressed his opinion, trying to smooth things over.
Fang Zhuo gave the new employee an appreciative look.
Xiong Xiaoge compromised.
In fact, in front of Fang Zhuo, the founder who has absolute control, he cannot face the insistence and remain uncompromising.
Xiong Xiaoge firmly believes that the MP3 market has great potential, not only the hardware, but also the software that urgently needs to be launched online.
“I don’t think there’s a need to rush the equity pledge. I have friends in Xiangjiang. Let’s see if we can find new investors first.” Xiong Xiaoge said slowly. This was something he had considered on the way.
Fang Zhuo smiled: "Old Xiong will always be Yi Ke's good friend."
Xiong Xiaoge felt that only young people could say such things, and that Fang Zhuo could change his face so seamlessly.
Today, only Xiong Xiaoge came to IDG China. Yi Ke plus Pan Ben could barely count as two people, but Fang Zhuo and Xiong Xiaoge both spoke well. After they determined that the A round could not only consist of IDG America, Talk about market development at home and abroad.
As one of the earliest people to engage in venture capital in China, Xiong Xiaoge is definitely capable, visionary, and courageous. Fang Zhuo can chat with him very well.
At noon, Fang Zhuo hosted Xiong Xiaoge and Pan Ben for dinner, bringing his parents and Su Wei, the human resources director who came over in the third grade of junior high school.
During the dinner, there was little talk about work.
Fang Zhuo was surprised to find that Mr. Xiong Xiaoge and Xiong were actually a very humorous person.
This made him couldn't help but examine the source of his impression. The most profound one was that Xiong Xiaoge led people to besiege the registration network, and then he took the time to chat about business every time they met. He really didn't expect that there would be such a side.
In the afternoon, the company had a car to take Fang Tong and Zhao Shumei to the Bund to hang out with their uncle, aunt, and the others. Director Su Weisu was added to the discussion in the conference room.
The atmosphere of the half-day meeting was relatively relaxed. Both parties exchanged opinions and were unanimously optimistic about the future development of the company.
In the evening, Xiong Xiaoge received a text message from a friend. Seeing that the conversation was almost over, he said a digression to Fang Zhuo: "Mr. Fang, did you go to that CCTV program?"
“Go ahead and share your ideas with domestic entrepreneurs, it’s my duty to do so.” Fang Zhuo said without hesitation.
Xiong Xiaoge was a little confused, but attributed this statement to the second level of personal reputation and brand promotion. After all, CCTV’s communication power is very strong.
At 5:30 in the afternoon, the president of IDG China declined the dinner invitation, saying that he had other things to be busy with.
When this person left, Su Wei asked Fang Zhuo: "Is the equity pledge temporarily suspended?"
"No, let's see which bank can give more." Fang Zhuo shook his head, and his tone was not the same as what he had talked with Xiong Xiaoge, "On the one hand, this equity pledge money is to prepare for Yike's market development, and on the other hand,
The aspect will be allocated to Yike Investment."
Su Wei nodded attentively.
"Oh, yes, and Xiao Su, didn't you want a group of people who came from domestic Internet companies years ago? You screened and screened to see if there were any from Sina." Fang Zhuo was talking about the collapse of the Internet bubble.
Other company personnel.
Not only small companies, but also large companies such as Alibaba and Sina have laid off many employees, including technical personnel.
Henglong 23rd Floor took the opportunity to absorb a lot of technical talents. Now the software development of Yike and Guohao.com relies on this richness and strength. iMusic is a little later than expected, but it will be online in mid-March.
At that time, Yike will usher in a new stage.
This chapter has been completed!